---
schema_version: "secwatch.filing_event.v1"
accession: "0001108426-25-000120"
form_type: "8-K"
ticker: "TXNM"
cik: "0001108426"
company_name: "TXNM ENERGY INC"
filed_at: "2025-12-10T23:59:59+00:00"
generated_at: "2026-05-16T13:37:17.109291+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# TXNM Energy issues $350M of 7% junior subordinated convertible notes due 2056

## Summary
- $350M aggregate principal at 7.000% fixed through Jul 31, 2031, then 5Y Treasury + 3.254% floor 7.000%.
- Notes mature Jul 31, 2056; interest payable semi-annually Jan 31/Jul 31 starting Jul 31, 2026.
- Company may defer interest for up to 20 consecutive semiannual periods without triggering default.
- Notes rank junior to all senior debt and equally with existing 5.75% junior subordinated notes due 2054.
- Redemption at par before First Reset Date; after reset on interest dates; tax/equity credit changes allow whole redemption at up to 102%.

## SEC filing metadata
- accession: 0001108426-25-000120
- form_type: 8-K
- ticker: TXNM
- cik: 0001108426
- company_name: TXNM ENERGY INC
- filed_at: 2025-12-10T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1108426/000110842625000120/0001108426-25-000120-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1108426/000110842625000120/pnm-20251210.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001108426-25-000120
- JSON: https://secwatch.observer/filing/0001108426-25-000120.json
- Plain text: https://secwatch.observer/filing/0001108426-25-000120.txt

## Key facts
- Debt Financings
  TXNM ENERGY INC incurred convertible notes of $350,000,000 with initial purchasers at 7.000% per annum from and including December 10, 2025 to but excluding July 31, maturing July 31, 2056.
  - Instrument: convertible notes
  - Principal: $350,000,000
  - Counterparty: initial purchasers
  - Rate: 7.000% per annum from and including December 10, 2025 to but excluding July 31,
  - Maturity: July 31, 2056
  - Event: incurrence
  source text: On December 10, 2025, TXNM Energy, Inc. (the “Company”) issued $350,000,000 aggregate principal amount of its 7.000% Fixed-to-Fixed Reset Rate Junior Subordinated Convertible Notes due 2056 (the “Notes”) pursuant to an Indenture (the “Indenture”), dated as of December 10, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1108426/000110842625000120/0001108426-25-000120-index.htm
- Material Agreements
  TXNM ENERGY INC entered into Purchase Agreement with the initial purchasers party thereto (effective 2025-12-08).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: the initial purchasers party thereto
  - Effective: 2025-12-08
  source text: The Notes were sold under a Purchase Agreement (the “Purchase Agreement”) dated December 8, 2025 among the Company and the initial purchasers party thereto.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1108426/000110842625000120/0001108426-25-000120-index.htm
- Material Agreements
  TXNM ENERGY INC entered into Indenture with U.S. Bank Trust Company, National Association, as trustee valued at $350,000,000 (effective 2025-12-10).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association, as trustee
  - Value: $350,000,000
  - Effective: 2025-12-10
  source text: On December 10, 2025, TXNM Energy, Inc. (the “Company”) issued $350,000,000 aggregate principal amount of its 7.000% Fixed-to-Fixed Reset Rate Junior Subordinated Convertible Notes due 2056 (the “Notes”) pursuant to an Indenture (the “Indenture”), dated as of December 10, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1108426/000110842625000120/0001108426-25-000120-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.